EXHIBIT 3.5
BYLAWS
OF
COMPUTER SCIENCES CORPORATION
As amended December 6, 1999
BYLAWS
OF
COMPUTER SCIENCES CORPORATION
ARTICLE I
OFFICES
Section 1. Principal Office.
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The principal office of the corporation in the State of Nevada shall
be in the City of Reno, County of Washoe.
Section 2. Other Offices.
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The corporation may also have offices in such other places, both
within and without the State of Nevada, as the Board of Directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Annual Meetings.
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Annual meetings of the stockholders shall be held at the office of
the corporation in the City of El Segundo, State of California or at such
other place, within or without the State of California, as shall be designated
by the Board of Directors.
Section 2. Date of Annual Meetings; Election of Directors.
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Annual meetings of the stockholders shall be held at such time and
date as the Board of Directors shall determine. At each such annual meeting,
the stockholders of the corporation shall elect a Board of Directors and
transact such other business as has properly been brought before the meeting
in accordance with Section 12 of this Article II.
Section 3. Special Meetings.
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Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, by the Articles of Incorporation or by
these Bylaws, may be called by the Chairman of the Board, the Board of
Directors or the Chief Executive Officer, and shall be called by the president
or secretary at the request in writing of stockholders owning not less than
seventy-five percent (75%) of the entire capital stock of the corporation
issued and outstanding and entitled to vote, and shall not otherwise be called
except as provided in the following sentence. In the event the corporation
shall have failed to hold its annual meeting of stockholders for a period of
18 months from the last preceding annual meeting at which directors were
elected or if such annual meeting shall have been held but directors shall not
have been elected at such annual meeting, a special meeting of the
stockholders shall be called by the president or secretary at the request in
writing of a majority of the Board of Directors or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote.
Such request from stockholders shall be directed to the Chairman of the Board,
the president, the vice president or the secretary. To be in proper written
form, a stockholder's notice must set forth (i) the name and record address of
such stockholder, (ii) the class or series and number of shares of capital
stock of the corporation which are owned beneficially or of record by such
stockholder, (iii) a description of all arrangements or understandings between
such stockholder and any other person or persons (including their names) in
connection with the election of directors and any material interest of such
stockholder in such election and (iv) a representation that such stockholder
intends to appear in person or by proxy at such special meeting to vote on the
election of directors at such meeting. The business transacted at such special
meeting shall be confined to the election of directors.
Section 4. Notices of Meetings.
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Notices of meetings of the stockholders shall be in writing and
signed by the president, a vice president, the secretary, an assistant
secretary, or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which the
meeting is called and the time when, and the place where, it is to be held. A
copy of such notice shall be either delivered personally or shall be mailed,
postage prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before such
meeting. If mailed, it shall be directed to the stockholder at his address as
it appears upon the records of the corporation and upon such mailing of any
such notice, the service thereof shall be complete, and the time of the notice
shall begin to run from the date upon which such notice is deposited in the
mail for transmission to such stockholder. If no such address appears on the
books of the corporation and a stockholder has given no address for the
purpose of notice, then notice shall be deemed to have been given to such
stockholder if it is published at least once in a newspaper of general
circulation in the county in which the principal executive office of the
corporation is located. An affidavit of the mailing or publication of any
such notice shall be prima facie evidence of the giving of such notice.
Personal delivery of any such notice to any officer of a corporation
or association, or to any member of a partnership shall constitute delivery of
such notice to such corporation, association or partnership. If any notice
addressed to the stockholder at the address of such stockholder appearing on
the books of the corporation is returned to the corporation by the United
States Postal Service marked to indicate that it is unable to deliver the
notice to the stockholder at such address, all future notices shall be deemed
to have been duly given to such stockholder, without further mailing, if the
same shall be available for the stockholder upon written demand of the
stockholder at the principal executive office of the corporation for a period
of one year from the date of the giving of the notice to all other
stockholders.
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Section 5. Quorum.
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The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by the statutes of Nevada or by the
Articles of Incorporation. Regardless of whether or not a quorum is present
or represented at any annual or special meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
in person or represented by proxy, provided that when any stockholders'
meeting is adjourned for more than forty-five (45) days, or if after
adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. At such adjourned meeting at which a quorum shall be
present or represented by proxy, any business may be transacted which might
have been transacted at the meeting as originally noticed.
Section 6. Vote Required.
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When a quorum is present or represented at any meeting, the holders
of a majority of the stock present in person or represented by proxy and
voting shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the statutes of Nevada,
the Articles of Incorporation or these Bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. The stockholders present at a duly called or held meeting at
which a quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Section 7. Cumulative Voting.
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Except as otherwise provided in the Articles of Incorporation, every
stockholder of record of the corporation shall be entitled at each meeting of
the stockholders to one vote for each share of stock standing in his name on
the books of the corporation. At all elections of directors of this
corporation, each holder of shares of capital stock possessing voting power
shall be entitled to as many votes as shall equal the number of his shares of
stock multiplied by the number of directors to be elected, and he may cast all
of such votes for a single director or may distribute them among the number to
be voted for or any two or more of them, as he may see fit. The stockholders
of this corporation and any proxyholders for such stockholders are entitled to
exercise the right to cumulative voting at any meeting held for the election
of directors if: (a) not less than forty-eight (48) hours before the time
fixed for holding such meeting, if notice of the meeting has been given at
least ten (10) days prior to the date of the meeting, and otherwise not less
than twenty-four (24) hours before such time, a stockholder of this
corporation has given notice in writing to the president or secretary of the
corporation that he desires that the voting at such election of directors
shall be cumulative; and (b) at such meeting, prior to the commencement
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of voting for the election of directors, an announcement of the giving of such
notice has been made by the chairman or the secretary of the meeting or by or
on behalf of the stockholder giving such notice. Notice to stockholders of
the requirements of the preceding sentence shall be contained in the notice
calling such meeting or in the proxy material accompanying such notice.
Section 8. Conduct of Meetings.
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Subject to the requirements of the statutes of Nevada, and the
express provisions of the Articles of Incorporation and these Bylaws, all
annual and special meetings of stockholders shall be conducted in accordance
with such rules and procedures as the Board of Directors may determine and, as
to matters not governed by such rules and procedures, as the chairman of such
meeting shall determine. The chairman of any annual or special meeting of
stockholders shall be designated by the Board of Directors and, in the absence
of any such designation, shall be the president of the corporation.
Section 9. Proxies.
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At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of
the persons so designated unless the instrument shall otherwise provide. No
such proxy shall be valid after the expiration of six (6) months from the date
of its execution, unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue
in force, which in no case shall exceed seven (7) years from the date of its
execution. Subject to the above, any proxy duly executed is not revoked and
continues in full force and effect until (i) an instrument revoking it or duly
executed proxy bearing a later date is filed with the secretary of the
corporation or, (ii) the person executing the proxy attends such meeting and
votes the shares subject to the proxy, or (iii) written notice of the death or
incapacity of the maker of such proxy is received by the corporation before
the vote pursuant thereto is counted.
Section 10. Action by Written Consent.
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Any action, except election of directors, which may be taken by a
vote of the stockholders at a meeting, may be taken without a meeting and
without notice if authorized by the written consent of stockholders holding at
least ninety percent (90%) of the voting power.
Section 11. Inspectors of Election.
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In advance of any meeting of stockholders, the Board of Directors
may appoint inspectors of election to act at such meeting and any adjournment
thereof. If inspectors of election are not so appointed, or if any persons so
appointed fail to appear or refuse to act, then, unless other persons are
appointed by the Board of Directors prior to the meeting, the chairman of any
such meeting may, and on the request of any stockholder or a stockholder proxy
shall, appoint inspectors of election (or persons to replace those
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who fail to appear or refuse to act) at the meeting. The number of inspectors
shall not exceed three.
The duties of such inspectors shall include: (a) determining the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity and effect of proxies; (b) receiving votes, ballots or consents; (c)
hearing and determining all challenges and questions in any way arising in
connection with the right to vote; (d) counting and tabulating all votes or
consents and determining the result; and (e) taking such other action as may
be proper to conduct the election or vote with fairness to all stockholders.
In the determination of the validity and effect of proxies, the dates
contained on the forms of proxy shall presumptively determine the order of
execution of the proxies, regardless of the postmark dates on the envelopes in
which they are mailed. The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and as expeditiously
as is practical. If there are three inspectors of election, the decision, act
or certificate of a majority is effective in all respects as the decision, act
or certificate of all. Any report or certificate made by the inspectors of
election is prima facie evidence of the facts stated therein.
Section 12. Action at Meetings of Stockholders.
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No business may be transacted at an annual meeting of stockholders,
other than business that is either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the annual meeting by or at
the direction of the Board of Directors or (c) otherwise properly brought
before the annual meeting by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 12 and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 12.
In addition to any other applicable requirements, for business
properly to be brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to
the Chairman of the Board, if any, the President, or the Secretary of the
Corporation.
To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less
than one hundred twenty (120) days nor more than one hundred fifty (150) days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
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called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the 5:00 o'clock, p.m., Los Angeles, California time
on the tenth (10th) day following the day on which such notice of the date of
the annual meeting was mailed or such
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public disclosure of the date of the annual meeting was made, whichever first
occurs.
To be in proper written form, a stockholder's notice must set forth
as to each matter such stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person
or persons (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such stockholder in
such business and (v) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.
No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 12, provided, however, that, once
business has been brought properly before the annual meeting in accordance
with such procedures, nothing in this Section 12 shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an
annual meeting determines that business was not brought properly before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not brought properly before the
meeting and such business shall not be transacted.
ARTICLE III
DIRECTORS
Section 1. Number of Directors.
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The exact number of directors that shall constitute the authorized
number of members of the Board shall be nine (9), all of whom shall be at
least 18 years of age. The authorized number of directors may from time to
time be increased to not more than fifteen (15) or decreased to not less than
three (3) by resolution of the directors of the corporation amending this
section of the Bylaws in compliance with Article VIII, Section 2 of these
Bylaws. Except as provided in Section 2 of this Article III, each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.
A majority of the directors shall at all times consist of
"Independent Directors." A person shall be considered an "Independent
Director" if he or she:
(i) is not, and has not been within the past three years,
employed by the Corporation in an executive capacity;
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(ii) is not, and is not affiliated with an organization that is,
an advisor or consultant to the Corporation, and within the last three years
has not had, and is not affiliated with a company that has had, any business
relationship with the Corporation, in any case for which disclosure is
required pursuant to Item 404 of Regulation S-K of the Securities and Exchange
Commission (or any successor to such rule);
(iii) is not a member of the immediate family of any person
described in clauses (i) or (ii) above; and
(iv) does not have any financial relationship, other than as a
stockholder of the Corporation, that could materially affect the exercise of
his or her judgment as a director.
Section 2. Vacancies.
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Vacancies, including those caused by (i) the death, removal, or
resignation of directors, (ii) the failure of stockholders to elect directors
at any annual meeting, and (iii) an increase in the number of directors, may
be filled by a majority of the remaining directors though less than a quorum.
When one or more directors shall give notice of his or their resignation to
the Board, effective at a future date, the acceptance of such resignation
shall not be necessary to make it effective. The Board shall have power to
fill such vacancy or vacancies to take effect when such resignation or
resignations shall become effective, each director so appointed to hold office
during the remainder of the term of office of the resigning director or
directors. The directors of the Corporation may be removed from office by the
vote of stockholders representing not less than two-thirds (2/3) of the voting
power of the issued and outstanding stock entitled to voting power; provided,
however, that any director or directors who constitute fewer than all of the
incumbent directors may not be removed from office at any one time or as the
result of any one transaction except upon the vote of stockholders owning
sufficient shares to prevent each director's election to office at the time of
removal.
Section 3. Authority.
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The business of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.
Section 4. Meetings.
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The Board of Directors of the corporation may hold meetings, both
regular and special, at such place, either within or without the State of
Nevada, which has been designated by resolution of the Board of Directors. In
the absence of such designation, meetings shall be held at the office of the
corporation in the City of El Segundo, State of California.
Section 5. First Meeting.
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The first meeting of the newly elected Board of Directors shall be
held immediately following the annual meeting of the stockholders and no
notice of such meeting to the newly elected directors shall be necessary in
order legally to constitute a meeting, provided a quorum shall be present.
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Section 6. Regular Meetings.
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Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.
Section 7. Special Meetings.
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Special meetings of the Board of Directors may be called by the
Chairman of the Board, or the president and shall be called by the president
or secretary at the written request of two directors. Notice of the time and
place of special meetings shall be given within 30 days to each director (a)
personally or by telephone, telegraph, facsimile or electronic means, in each
case at least twenty four (24) hours prior to the holding of the meeting, or
(b) by mail, charges prepaid, addressed to him at his address as it is shown
upon the records of the corporation (or, if it is not so shown on such records
and is not readily ascertainable, at the place at which the meetings of the
directors are regularly held) at least three (3) days prior to the holding of
the meeting. Notice by mail shall be deemed to have been given at the time a
written notice is deposited in the United States mails, postage prepaid. Any
other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone or wireless,
to the recipient or to a person at the office of the recipient who the person
giving the notice has reason to believe will promptly communicate it to the
recipient. Any notice, waiver of notice or consent to holding a meeting shall
state the time, date and place of the meeting but need not specify the purpose
of the meeting.
Section 8. Quorum.
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Presence in person of a majority of the Board of Directors, at a
meeting duly assembled, shall be necessary to constitute a quorum for the
transaction of business and the act of a majority of the directors present and
voting at any meeting, at which a quorum is then present, shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
the statutes of Nevada or by the Articles of Incorporation. A meeting at
which a quorum is initially present shall not continue to transact business in
the absence of a quorum.
Section 9. Action by Written Consent.
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Unless otherwise restricted by the Articles of Incorporation or by
these Bylaws, any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting if a written consent
thereto is signed by all members of the Board. Such written consent shall be
filed with the minutes of proceedings of the Board of Directors.
Section 10. Telephonic Meetings.
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Unless otherwise restricted by the Articles of Incorporation or
these Bylaws, members of the Board of Directors or of any committee designated
by the Board of Directors may participate in a meeting of
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the Board or committee by means of a conference telephone network or a similar
communications method by which all persons participating in the meeting can
hear each other. Participation in a meeting pursuant to the preceding
sentence constitutes presence in person at such meeting.
Section 11. Adjournment.
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A majority of the directors present at any meeting, whether or not a
quorum is present, may adjourn any directors' meeting to another time, date
and place. If any meeting is adjourned for more than twenty-four (24) hours,
notice of any adjournment to another time, date and place shall be given,
prior to the time of the adjourned meeting, to the directors who were not
present at the time of adjournment. If any meeting is adjourned for less than
twenty-four (24) hours, notice of any adjournment shall be given to absent
directors, prior to the time of the adjourned meeting, unless the time, date
and place is fixed at the meeting adjourned.
Section 12. Committees.
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The Board of Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees of the Board of Directors.
Such committee or committees shall have such name or names, shall have such
duties and shall exercise such powers as may be determined from time to time
by the Board of Directors.
Section 13. Committee Minutes.
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The committees shall keep regular minutes of their proceedings and
report the same to the Board of Directors.
Section 14. Compensation of Directors.
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The directors shall receive such compensation for their services as
directors, and such additional compensation for their services as members of
any committees of the Board of Directors, as may be authorized by the Board of
Directors.
Section 15. Mandatory Retirement of Directors.
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A director of the Corporation shall not serve beyond, and shall
automatically retire at, the close of the first meeting of the Board of
Directors held during the month in which such director shall become age 70;
provided, however, that any person who was a director on December 6, 1996 and
who was age 65 or older on such date may serve until, but shall automatically
retire at, the close of the first meeting of the Board of Directors held
during the month in which such director shall become age 72. If no meeting of
the Board of Directors is held during such month, the director shall
automatically retire as of the last day of such month. Notwithstanding the
foregoing, if the Board of Directors shall determine that it is in the best
interests of the Corporation and its stockholders for a person to continue to
serve as a director of the Corporation for a period of time not exceeding one
year after the date upon which this Section 15 would otherwise require such
person to retire, then such person shall not be so required to retire until
the end of such period of time.
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ARTICLE IV
OFFICERS
Section 1. Principal Officers.
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The officers of the corporation shall be elected by the Board of
Directors and shall be a president, a secretary and a treasurer. A resident
agent for the corporation in the State of Nevada shall be designated by the
Board of Directors. Any person may hold two or more offices.
Section 2. Other Officers.
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The Board of Directors may also elect one or more vice presidents,
assistant secretaries and assistant treasurers, and such other officers and
agents, as it shall deem necessary.
Section 3. Qualification and Removal.
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The officers of the corporation mentioned in Section 1 of this
Article IV shall hold office until their successors are elected and qualify.
Any such officer and any other officer elected by the Board of Directors may
be removed at any time by the affirmative vote of a majority of the Board of
Directors.
Section 4. Resignation.
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Any officer may resign at any time by giving written notice to the
corporation, without prejudice, however, to the rights, if any, of the
corporation under any contract to which such officer is a party. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 5. Powers and Duties; Execution of Contracts.
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Officers of this corporation shall have such powers and duties as
may be determined by the Board of Directors. Unless otherwise specified by
the Board of Directors, the president shall be the chief executive officer of
the corporation. Contracts and other instruments in the normal course of
business may be executed on behalf of the corporation by the president or any
vice president of the corporation, or any other person authorized by
resolution of the Board of Directors.
ARTICLE V
STOCK AND STOCKHOLDERS
Section 1. Issuance.
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Every stockholder shall be issued a certificate representing the
number of shares owned by him in the corporation. If the corporation shall be
authorized to issue more than one class of stock or more than one series of
any class, the certificate shall contain a statement setting forth the office
or agency of the corporation from which stockholders may obtain a copy of a
statement or summary of the designations, preferences and relative or other
special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights. The corporation
shall furnish to its stockholders, upon request and without charge, a copy of
such statement or summary.
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Section 2. Facsimile Signatures.
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Whenever any certificate is countersigned or otherwise authenticated
by a transfer agent or transfer clerk, and by a registrar, then a facsimile of
the signatures of the officers of the corporation may be printed or
lithographed upon such certificate in lieu of the actual signatures. In case
any officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the corporation, before such
certificates shall have been delivered by the corporation, such certificates
may nevertheless be issued as though the person or persons who signed such
certificates, had not ceased to be an officer of the corporation.
Section 3. Lost Certificates.
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The Board of Directors may direct a new stock certificate to be
issued in place of any certificate alleged to have been lost or destroyed, and
may require the making of an affidavit of that fact by the person claiming the
stock certificate to be lost or destroyed. When authorizing such issue of a
new certificate, the Board of Directors may, in its discretion and as a
condition precedent, require the owner of the lost or destroyed certificate to
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 4. Transfer of Stock.
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Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed for transfer, it shall
be the duty of the corporation to issue a new certificate, cancel the old
certificate and record the transaction upon its books.
Section 5. Record Date.
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The directors may fix a date not more than sixty (60) days prior to
the holding of any meeting as the date as of which stockholders entitled to
notice of and to vote at such meeting shall be determined; and only
stockholders of record on such day shall be entitled to notice or to vote at
such meeting. If no record date is fixed by the Board of Directors (a) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be the sixtieth (60th) day preceding the day on
which the meeting is held; (b) the record date for determining stockholders
entitled to give consent to corporate action in writing without a meeting,
when no prior action by the Board has been taken, shall be the day on which
the first written consent is given; and (c) the record date for determining
stockholders for any other purpose shall be the day on which the Board of
Directors adopts the resolution relating thereto, or the sixtieth (60th) day
prior to the date of such action, whichever is later. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting unless the Board of
Directors fixes a new record date for the adjourned meeting, but the Board of
Directors shall fix a new record date if the meeting is adjourned for more
than forty-five (45) days from the date set for the original meeting.
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Section 6. Registered Stock.
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The corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the statutes of Nevada.
Section 7. Dividends.
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In the event a dividend is declared, the stock transfer books will
not be closed but a record date will be fixed by the Board of Directors and
only shareholders of record on that date shall be entitled to the dividend.
ARTICLE VI
INDEMNIFICATION
Section 1. Indemnity of Directors, Officers and Agents.
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The corporation shall indemnify and hold harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or
was or has agreed to become a director or officer of the corporation or is
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise or by reason of actions alleged to have been taken or omitted in
such capacity or in any other capacity while serving as a director or officer.
The indemnification of directors and officers by the corporation shall be to
the fullest extent authorized or permitted by applicable law, as such law
exists or may hereafter be amended (but only to the extent that such amendment
permits the corporation to provide broader indemnification rights than
permitted prior to the amendment). The indemnification of directors and
officers shall be against all loss, liability and expense (including attorneys
fees, costs, damages, judgments, fines, amounts paid in settlement and ERISA
excise taxes or penalties) actually and reasonably incurred by or on behalf of
a director or officer in connection with such action, suit or proceeding,
including any appeals; provided, however, that with respect to any action,
suit or proceeding initiated by a director or officer, the corporation shall
indemnify such director or officer only if the action, suit or proceeding was
authorized by the board of directors of the corporation, except with respect
to a suit for the enforcement of rights to indemnification or advancement of
expenses in accordance with Section 3 hereof.
Section 2. Expenses.
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The expenses of directors and officers incurred as a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative shall be paid by the corporation as
they are incurred and in advance of the final disposition of the action, suit
or proceeding; provided, however, that if applicable law so requires, the
advance payment of expenses shall be made only upon receipt by the corporation
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of an undertaking by or on behalf of the director or officer to repay all
amounts as advanced in the event that it is ultimately determined by a final
decision, order or decree of a court of competent jurisdiction that the
director or officer is not entitled to be indemnified for such expenses under
this Article VI.
Section 3. Enforcement.
-----------
Any director or officer may enforce his or her rights to
indemnification or advance payments for expenses in a suit brought against the
corporation if his or her request for indemnification or advance payments for
expenses is wholly or partially refused by the corporation or if there is no
determination with respect to such request within 60 days from receipt by the
corporation of a written notice from the director or officer for such a
determination. If a director or officer is successful in establishing in a
suit his or her entitlement to receive or recover an advancement of expenses
or a right to indemnification, in whole or in part, he or she shall also be
indemnified by the corporation for costs and expenses incurred in such suit.
It shall be a defense to any such suit (other than a suit brought to enforce a
claim for the advancement of expenses under Section 2 of this Article VI where
the required undertaking, if any, has been received by the corporation) that
the claimant has not met the standard of conduct set forth in the Nevada
General Corporation Law. Neither the failure of the corporation to have made
a determination prior to the commencement of such suit that indemnification of
the director or officer is proper in the circumstances because the director or
officer has met the applicable standard of conduct nor a determination by the
corporation that the director or officer has not met such applicable standard
of conduct shall be a defense to the suit or create a presumption that the
director or officer has not met the applicable standard of conduct. In a suit
brought by a director or officer to enforce a right under this Section 3 or by
the corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the burden of proving that a director or officer is not
entitled to be indemnified or is not entitled to an advancement of expenses
under this Section 3 or otherwise, shall be on the corporation.
Section 4. Non-exclusivity.
---------------
The right to indemnification and to the payment of expenses as they
are incurred and in advance of the final disposition of the action, suit or
proceeding shall not be exclusive of any other right to which a person may be
entitled under these articles of incorporation or any bylaw, agreement,
statute, vote of stockholders or disinterested directors or otherwise. The
right to indemnification under Section 1 hereof shall continue for a person
who has ceased to be a director or officer and shall inure to the benefit of
his or her heirs, next of kin, executors, administrators and legal
representatives.
Section 5. Settlement.
----------
The corporation shall not be obligated to reimburse the amount of
any settlement unless it has agreed to such settlement. If any person shall
unreasonably fail to enter into a settlement of any action, suit or proceeding
within the scope of Section 1 hereof, offered or assented to by the opposing
party or parties and which is acceptable to the corporation, then,
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notwithstanding any other provision of this Article VI, the indemnification
obligation of the corporation in connection with such action, suit or
proceeding shall be limited to the total of the amount at which settlement
could have been made and the expenses incurred by such person prior to the
time the settlement could reasonably have been effected.
Section 6. Purchase of Insurance.
---------------------
The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article VI.
Section 7. Conditions.
----------
The corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the corporation or to any director,
officer, employee or agent of any of its subsidiaries to the fullest extent of
the provisions of this Article VI subject to the imposition of any conditions
or limitations as the Board of Directors may deem necessary or appropriate.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Exercise of Rights.
------------------
All rights incident to any and all shares of another corporation or
corporations standing in the name of this corporation may be exercised by such
officer, agent or proxyholder as the Board of Directors may designate. In the
absence of such designation, such rights may be exercised by the Chairman of
the Board or the president of this corporation, or by any other person
authorized to do so by the Chairman of the Board or the president of this
corporation. Except as provided below, shares of this corporation owned by
any subsidiary of this corporation shall not be entitled to vote on any
matter. Shares of this corporation held by this corporation in a fiduciary
capacity and shares of this corporation held in a fiduciary capacity by any
subsidiary of this corporation, shall not be entitled to vote on any matter,
except to the extent that the settler or beneficial owner possesses and
exercises a right to vote or to give this corporation or such subsidiary
binding instructions as to how to vote such shares.
Solely for purposes of Section 1 of this Article VII, a "subsidiary"
of this corporation shall mean a corporation, shares of which possessing more
than fifty percent (50%) of the power to vote for the election of directors at
the time determination of such voting power is made, are owned directly, or
indirectly through one or more subsidiaries, by this corporation.
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Section 2. Interpretation.
--------------
Unless the context of a Section of these Bylaws otherwise requires,
the terms used in these Bylaws shall have the meanings provided in, and these
Bylaws shall be construed in accordance with the Nevada statutes relating to
private corporations, as found in Chapter 78 of the Nevada Revised Statutes or
any subsequent statute.
ARTICLE VIII
AMENDMENTS
Section 1. Stockholder Amendments.
----------------------
Bylaws may be adopted, amended or repealed by the affirmative vote
of not less than seventy-five percent (75%) of the outstanding voting shares
of this corporation.
Section 2. Amendments by Board of Directors.
--------------------------------
Subject to the right of stockholders as provided in Section 1 of
this Article VIII, Bylaws may be adopted, amended or repealed by the Board of
Directors; provided, however, that the following provisions may not be amended
or repealed by the Board of Directors until after January 1, 2005: (i) the
percentage appearing in the first sentence of Article II, Section 3; (ii) the
second paragraph of Article III, Section I; and (iii) this Article VIII.
ARTICLE IX
"ACQUISITION OF CONTROLLING INTEREST" PROVISIONS OF
THE NEVADA GENERAL CORPORATION LAW SHALL NOT APPLY
On and after February 16, 1998, the provisions of Section 78.378 to
78.3793, inclusive, of the Nevada Revised Statutes shall not apply to the
corporation.